30 May 2022 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF RETAINED EU LAW (AS DEFINED IN THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
| 30 May 2022 |
CareTech Holdings PLC
("CareTech" or "the Group")
Further extension to deadline under Rule 2.6(c) of the Code
On 4 April 2022, DBAY Advisors Ltd ("DBAY") announced a possible all cash offer for CareTech of 750 pence per CareTech share with a partial non-voting share alternative (the "Possible Offer"). The announcement stated that, in accordance with Rule 2.6(a) of the Code, DBAY was required, by not later than 5.00 p.m. (London time) on 2 May 2022 (the "PUSU Deadline"), to do one of the following: (i) announce a firm intention to make an offer for CareTech in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for CareTech, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
On 29 April 2022, the PUSU Deadline was extended to 5.00pm on 30 May 2022, in accordance with Rule 2.6(c) of the Code.
Discussions between DBAY and CareTech are ongoing and, to allow further time for these discussions to continue to take place, DBAY has requested, and the Independent Directors and Panel on Takeovers and Mergers (the "Takeover Panel") have consented to, an extension to the PUSU Deadline.
Consequently, in accordance with Rule 2.6(a) of the Code, DBAY is required, by not later than 5.00pm on 27 June 2022, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended by the Independent Directors with the consent of the Takeover Panel, at DBAY's request, in accordance with Rule 2.6(c) of the Code.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that a firm offer will be made. Further announcements will be made in due course as appropriate.
CareTech remains in an "Offer Period" as defined in the Code. Accordingly, the dealing disclosure requirements listed below will continue to apply.
This announcement is being made with the consent of DBAY.
DBAY reserves the right to make an offer for CareTech on less favourable terms than the Possible Offer:
(i) with the agreement or recommendation of the CareTech Board;
(ii) if a third party announces a possible offer or a firm intention to make an offer for CareTech which, at that date, is of a value less than the value implied by the Possible Offer; or
(iii) following the announcement by CareTech of a Rule 9 Waiver pursuant to the Code.
DBAY reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer. DBAY reserves the right to adjust the terms of the Possible Offer to take account of the value of any dividend or other distribution which is announced, declared, made or paid by CareTech after the date of the Possible Offer.
The person responsible for arranging for the release of this announcement on behalf of CareTech Holdings PLC is Jamie Cumming, Non-Executive Director.
All capitalised terms in this announcement shall have the same meaning as defined in the Group's announcement on 4 April 2022 unless the context provides otherwise.
For further information, please contact:
CareTech Holdings PLC 01707 601800
Jamie Cumming, Non-Executive Director
Panmure Gordon (Joint Financial Adviser, Nomad and Joint Broker) 020 7886 2500
Emma Earl
Freddy Crossley
Charles Leigh-Pemberton
James Sinclair-Ford
Mark Rogers
Numis (Joint Financial Adviser and Joint Broker) 020 7260 1000
Jonathan Wilcox
James Black
Alec Pratt
Duncan Monteith
Consilium Strategic Communications 020 3709 5700
Mary-Jane Elliott
Chris Welsh
Angela Gray
About CareTech
CareTech Holdings plc is a leading provider of specialist social care and education services, supporting around 5,000 adults and children with a wide range of complex needs in more than 550 residential facilities and specialist schools around the UK and employing approximately 11,500 staff.
Committed to the highest standards of care and care governance, CareTech provides its innovative care pathways covering; Adult learning disabilities and specialist services; Children's residential and education services; Foster care and Technology solutions.
CareTech, which was founded in 1993, began trading on the AIM market of the London Stock Exchange in October 2005 under the ticker symbol CTH.
For further information please visit: www.caretech-uk.com
Further information
This announcement contains 'forward-looking statements' concerning CareTech that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond CareTech's ability to control or estimate precisely. CareTech cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. CareTech does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
This announcement is not intended to, and does not, constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
Notice related to financial advisers
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for CareTech and no one else in connection with the possible offer and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Panmure Gordon nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for CareTech and no one else in connection with the possible offer and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Numis nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website (www.caretech-uk.com) no later than 12 noon (London time) on 31 May 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.